Exhibit 3.1
|
|
|
D
PC
|
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
|
|
Articles of Amendment
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
(1) Exact name of corporation:
Century Bancorp, Inc.
(2) Registered office address:
400 Mystic Avenue, Medford, Massachusetts 02155
(number, street city or town, state, zip code)
(3) These articles of amendment affect article(s):
III and IV
(specify the number(s) of article(s) being amended (I- VI))
(4) Date adopted:
January 8, 2009
(month, day, year)
(5) Approved by:
(check appropriate box)
o
the incorporators.
o
the board of directors without shareholder approval and shareholder approval was not required.
þ
the board of directors and the shareholders in the manner required by law and the
articles of organization.
(6) State the article number and the text of the amendment. Unless contained in the text of the
amendment, state the provisions
for implementing the exchange, reclassification or cancellation of issued shares.
Article III is hereby amended to authorize 100,000 shares of Preferred Stock, $1.00 par
value per share.
Article IV is hereby amended to add the following new paragraphs 6 and 7:
6) The Class A Common Stock and the Class B Common Stock rank junior to the Preferred
Stock as to dividend rights and to rights on liquidation or dissolution.
7) The Board of Directors may create classes or series of Preferred Stock, the distinguishing
designation thereof and the preferences, limitations and relative rights applicable thereto, provided that
the Board of Directors may not approve an aggregate number of authorized shares of all classes and series
of Preferred Stock which exceeds the total number of authorized shares of Preferred Stock specified in the
Articles of Organization.
4
P.C.
To change the number of shares and the par value, * if any, of any type, or to designate a class or
series, of stock, or change a designation of class or series of stock, which the corporation is
authorized to issue, complete the following:
Total authorized prior to amendment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
|
|
|
|
WITH PAR VALUE
|
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
par value
|
|
|
|
|
|
|
Common, Class B
|
|
|
5,000,000
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
Common, Class A
|
|
|
10,000,000
|
|
|
$
|
1.00
|
|
Total authorized after amendment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
|
|
|
|
WITH PAR VALUE
|
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
Common, Class B
|
|
|
5,000,000
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
Common, Class A
|
|
|
10,000,000
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
Preferred
|
|
|
100,000
|
|
|
$
|
1.00
|
|
|
|
|
(7)
|
|
The amendment shall be effective at the time and on the date
approved by the Division, unless
a later effective date not more than 90 days from the date and
time of filing is specified:
|
*G.L.
Chapter 156D eliminates the concept of par value, however a corporation
may specify par value in Article III. See G.L. Chapter 156D,
Section 6.21, and the comments relative thereto.
|
|
|
|
|
|
|
|
|
|
Signed by:
|
|
/s/ Jonathan G. Sloane
|
|
|
|
|
|
|
|
(signature of authorized individual)
o
Chairman of the board of directors,
o
President
þ
Other officer Co-CEO and Co-President
o
Court-appointed fiduciary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on
this 9th day of January, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
illegible
Examiner
illegible
Name approval
C
M
COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston,Massachusetts 02108-1512
Articles of Amendment
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
I hereby certify that upon examination of these articles of amendment, it appears that the
provisions of the General Laws relative thereto have been complied with, and the filing fee
in the amount of $200 having been paid, said articles are deemed to have been filed with me
this 9 day of Jan, 2009, at 3:37a.m./p.m.
time
Effective date:
January
9, 2009
(must be within
90 days of date submitted)
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
eligible
Filing fee: Minimum filing fee $100 per article amended, stock increases $100 per
100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.
TO BE FILLED IN BY CORPORATION
Contact Information:
Megan Lowe, Senior Paralegal
Bingham McCutchen LLP
150 Federal Street, Boston, MA 02110
Telephone: 617-951-8843
Email: megan.lowe@bingham.com
Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the
document is rejected, a copy of the rejection sheet and rejected document will be available in
the rejected queue.